DIYL Doctors in Your Language

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The agreement between Made Clear Works and your office — the whole thing, in plain English.

TEMPLATE — FOR ATTORNEY REVIEW BEFORE FIRST USE

This is a template. It has not been reviewed by an attorney. Have a licensed attorney in your state review and approve it before the first office signs. Bracketed fields like [OFFICE LEGAL NAME] are filled in for each office at signing.

DIYL Services Agreement

DIYL — Doctors in Your Language Language-first appointment booking for medical and dental offices

This Services Agreement (the "Agreement") is between:

  • Made Clear Works ("Provider," "we," or "us"), the company that builds and operates the DIYL service; and
  • [OFFICE LEGAL NAME], of [OFFICE ADDRESS] (the "Client," "you," or the "Office").

Together, Provider and Client are the "Parties."

Effective Date: [EFFECTIVE DATE] — the date this Agreement starts, as set out in Section 4.

In plain terms: DIYL lets your patients book appointments with your office in their own language, into your real calendar, at any hour. You stay in charge of your medicine, your schedule, your insurance claims, and your patients' payments. We run the booking service. This Agreement says exactly who does what, what it costs, and how either of us can walk away.

1. The Service

1.1 What DIYL provides

During the term of this Agreement, Provider will provide the Client with access to the DIYL booking service (the "Service"), which includes:

  1. Language-first patient booking. Patients book appointments directly into the Client's calendar through the DIYL app and website. The first thing a patient chooses is their language. DIYL offers 90+ languages, with the complete booking flow — search, insurance check, booking, confirmations, and reminders — in 23 languages, including right-to-left languages such as Arabic, Persian, Urdu, and Hebrew.
  2. Insurance status check before booking. Before an appointment is booked, DIYL checks the patient's insurance information and shows whether the coverage appears active, whether it appears in-network for the Client, and an estimated copay. These are good-faith estimates based on the information available at booking; the Client's own eligibility verification remains the Client's responsibility (see Section 5).
  3. AI phone booking line. Patients who prefer to call can book through an automated phone line that answers in the patient's language and books into the same calendar. Usage fees are set out in Section 3.3.
  4. Waiting-room queue. A live queue view that lets patients see where they stand and wait where they are comfortable (for example, in their car) until it is their turn.
  5. Recall reminders. Reminders that invite patients back for preventive care, checkups, and follow-ups they are due for, in the patient's language, based on intervals the Client sets.
  6. Review collection. After a completed visit, patients may be invited to review that visit. Only patients with a completed visit are invited — DIYL does not collect reviews from anyone else.
  7. Confirmations and reminders. Appointment confirmations and reminders to patients by text message, email, or both, in the patient's language.
  8. Office administration access. Login access for the Client's staff to view bookings, set availability, set cancellation rules, and manage the office's DIYL settings.
  9. Reasonable support. Help for the Client's staff by email during Provider's normal business hours.

1.2 What DIYL is not

DIYL is a booking service — nothing more. Provider does not:

  • provide medical or dental care, treatment, diagnosis, or medical advice of any kind;
  • offer telehealth or video visits;
  • process, submit, or manage insurance claims;
  • collect, hold, or process payments from patients (see Section 2);
  • guarantee that any number of appointments will be booked, or that patients will attend appointments they book.

Nothing in this Agreement creates a medical, clinical, employment, agency, partnership, or joint-venture relationship between the Parties.

2. Money: Who Handles What

This section is the heart of the arrangement, so it is stated plainly:

  1. Insurance claims belong to the Client. All claims, billing, coding, and collections related to patient care are the Client's sole responsibility.
  2. Patient payments belong to the Client. Copays, deductibles, cash prices, cancellation or no-show fees, and every other amount a patient owes are charged and collected by the Client, directly from the patient.
  3. Provider never touches patient money. Provider does not collect, hold, transmit, or take a share of any patient payment, and no patient payment ever passes through DIYL.
  4. The only money between the Parties is in Section 3 — the Client pays Provider the fees stated there for the Service. That is the whole of it.

3. Fees and Payment

3.1 Setup fee

A one-time setup fee of $500 is due on the Effective Date, unless waived under Special B (Section 3.4). Setup covers account creation, office verification, calendar configuration, and staff onboarding.

3.2 Monthly service fee

The monthly fee is $299 per office location, billed monthly in advance. Each separate physical office location the Client operates under the Service is one "office location." The first monthly fee is due on the Effective Date, and later monthly fees are due on the same day of each following month (the "billing date").

3.3 AI phone line usage

Use of the AI phone booking line is billed at $0.50 per minute of call time, invoiced monthly in arrears, itemized by call. The usage invoice for a month is due within 15 days of the invoice date. The Client may ask Provider to set a monthly usage cap, and Provider will apply any cap the Client sets in writing.

3.4 The signup Special — pick one

At signing, the Client chooses one of the following two specials. The specials cannot be combined. The Client's choice is recorded in Exhibit A and is final once the Service is activated.

  • Special A — Free office website. Provider will design and build a standard website for the Client's office at no charge, and the first 12 months of that website's care plan (hosting, maintenance, and routine updates) are included at no charge. From month 13 onward, the care plan continues at Provider's then-current care-plan rate unless the Client cancels the care plan in writing; cancelling the care plan does not affect this Agreement. Under Special A, the $500 setup fee in Section 3.1 is still due.
  • Special B — Setup fee waived. The $500 setup fee in Section 3.1 is waived in full. Under Special B, no website is included; the Client may purchase website services separately under a separate written agreement.

3.5 Taxes and invoicing

Fees are stated in U.S. dollars and are exclusive of taxes. The Client is responsible for any sales, use, or similar taxes that apply to the fees, other than taxes based on Provider's net income. Provider will invoice by email to the billing contact in Exhibit A. The Client will keep a valid payment method on file — [PAYMENT METHOD ON FILE: e.g., card or ACH ending in ____] — and authorizes Provider to charge it for amounts due under this Section 3.

3.6 Late payment

If an amount due is not paid when due:

  1. Provider will send a written (email) late notice to the billing contact.
  2. The Client has a 10-day grace period from that notice to bring the account current.
  3. If the account is still unpaid after the grace period, Provider may pause the Service (new bookings stop; existing bookings and the Client's data remain accessible) until the account is current.
  4. Amounts unpaid more than 30 days after their due date bear interest at 1% per month or the maximum rate allowed by law, whichever is less.
  5. If the Client disputes an amount in good faith, the Client will pay the undisputed part and tell Provider in writing what is disputed and why; the Parties will work to resolve the dispute within 15 days.

3.7 Price changes

Provider may change the fees in this Section 3 only on at least 60 days' written notice, and a change applies only to billing periods that begin after the notice period ends — never retroactively. If the Client does not accept a price increase, the Client may cancel under Section 4.2 before the increase takes effect and pay only the old rate through the end of the final billing cycle.

4. Term and Cancellation

4.1 Term

This Agreement starts on the Effective Date and continues month to month. There is no long-term commitment and no minimum term beyond the current billing cycle.

4.2 How to cancel

Either Party may cancel this Agreement for any reason, or for no reason, on 30 days' written notice (email is enough). Cancellation takes effect at the end of the billing cycle in which the 30-day notice period ends. Fees already paid for a billing cycle are not refunded, except that a setup fee is refunded in full if the Client cancels before the Service is activated.

Either Party may cancel immediately on written notice if the other Party materially breaches this Agreement and does not fix the breach within 15 days of written notice describing it, or becomes insolvent or stops operating.

4.3 What happens at exit

When this Agreement ends:

  1. Booking stops. DIYL stops accepting new bookings for the Client at the effective time of cancellation. Appointments already booked remain on the Client's own calendar — they belong to the Client and its patients, and cancelling this Agreement never cancels a patient's appointment.
  2. Final invoice. Provider will send a final invoice covering fees through the effective date, including any AI phone usage not yet billed, due within 15 days.
  3. Data export window. For 30 days after the effective date, the Client may export or request an export of its booking data and office content in a common format (such as CSV). Provider will make the export available within that window on request.
  4. Data deletion. After the export window, Provider will delete the Client's patient booking data from its live systems within a reasonable period, except copies in routine backups (deleted in the ordinary backup cycle) and records Provider must keep by law.
  5. Survival. Sections 2, 3 (for amounts owed), 6, 8, 9, and 10 survive the end of this Agreement.

5. The Client's Responsibilities

The Service books the appointments the Client makes bookable. The Client is responsible for:

  1. Accurate availability. Keeping the office calendar, hours, providers, and bookable appointment types in DIYL accurate and current. DIYL books what the Client shows as available.
  2. Accurate insurance information. Keeping the Client's insurance participation (networks the Client is in, plans accepted) accurate in DIYL, and doing the Client's own eligibility and benefits verification as the Client normally would. DIYL's pre-booking check is an estimate, not a guarantee of coverage or payment.
  3. A working office contact. Maintaining a working phone number and email for the office in DIYL at all times, so patients and Provider can reach the office.
  4. Verification call before activation. Completing a short verification call with Provider before booking switches on, to confirm the office, its address, and its signatory — so every office listed on DIYL is a real office.
  5. Professional obligations. The Client's own licensing, clinical, legal, ethical, and regulatory obligations — including the care of its patients — remain entirely the Client's. Nothing in the Service changes them.
  6. Staff access. Keeping staff login credentials confidential and telling Provider promptly about staff changes that affect access.
  7. Lawful use. Using the Service only for the Client's own appointment booking, and not to send spam or unlawful communications to patients.

6. Patient Data and Privacy

  1. Purpose only. Provider receives and processes patient booking data (such as name, contact details, language, appointment details, and the insurance information a patient provides for the pre-booking check) only to provide the Service to the Client and the patient.
  2. No selling of data. Provider will never sell patient data or the Client's data, and will not use it for advertising or for any purpose outside providing the Service.
  3. Security safeguards. Provider will use reasonable administrative, technical, and physical safeguards appropriate to the nature of the data — including encryption in transit, access limited to personnel who need it, and unique staff credentials.
  4. Breach notice. If Provider becomes aware of unauthorized access to patient data in its systems, Provider will notify the Client without unreasonable delay and in any event within 72 hours of becoming aware, and will cooperate with the Client's own investigation and any notices the Client must give.
  5. Subprocessors. Provider may use reputable service providers (such as cloud hosting and message delivery) to run the Service. Provider remains responsible for their handling of data under this Section and will provide its current list of such providers on request.
  6. The Client's privacy duties. The Client is responsible for its own privacy notices to patients and for having the right to share the data it puts into the Service.
  7. Health information (HIPAA). If the Client is a covered entity under HIPAA and patient booking data includes protected health information, the Parties will sign Provider's Business Associate Agreement before the Service is activated for that data. A short outline of those business associate terms is attached as Exhibit B; the full Business Associate Agreement, once signed, is part of this Agreement.

7. Patient Cancellations and No-Shows

  1. The Client sets the policy. The Client configures its own cancellation policy in DIYL — including its free-cancellation window and any late-cancellation or no-show fee. Unless the Client configures otherwise, the default is free cancellation up to 48 hours before the appointment, not counting the days the office is closed.
  2. The platform enforces the Client's policy. DIYL applies the policy as the Client configured it: it shows patients the policy before they book, blocks or allows cancellation as the policy provides, and reopens a cancelled slot for booking right away.
  3. The fees belong to the Client. Any late-cancellation or no-show fee is the Client's fee, set by the Client, charged by the Client directly to the patient (see Section 2). Provider does not set, collect, or share in these fees.
  4. Clinical judgment stays with the Client. Waiving a fee, excusing a no-show, or making an exception for a patient is always the Client's decision.

8. Liability

  1. Cap. Each Party's total liability under this Agreement is capped at the fees the Client paid to Provider in the 3 months before the claim arose (or $299 if the claim arises in the first month). This cap does not apply to amounts the Client owes under Section 3, to a Party's breach of Section 6, or to liability that cannot be limited by law.
  2. No consequential damages. Neither Party is liable for indirect, incidental, special, or consequential damages — such as lost profits or lost patients — even if told they were possible. This does not apply to a breach of Section 6.
  3. Each Party keeps its own insurance. Each Party maintains the insurance appropriate to its own business — for the Client, including professional liability coverage for its practice; for Provider, general business coverage. Neither Party insures the other.
  4. Not Provider's responsibility. Provider is not liable for clinical outcomes, diagnoses, treatment decisions, or the quality of care; for the Client's scheduling decisions (including double-bookings that result from availability the Client published); for whether a patient attends an appointment; or for an insurer's decision on any claim.
  5. Basics still apply. Nothing in this Section limits liability for fraud, willful misconduct, or personal injury caused by a Party's negligence, where the law does not allow it to be limited.

9. Ownership and License

  1. DIYL belongs to Provider. The DIYL platform, software, apps, name, logo, and brand — and everything Provider creates in providing the Service, other than the Client's own data and content — are and remain Provider's property.
  2. The Client's data belongs to the Client. The Client's office information, content, and patient booking data are and remain the Client's (and, as applicable, its patients'). Provider gains no ownership of them.
  3. Limited license during the term. Provider grants the Client a limited, non-exclusive, non-transferable right to use the Service for its own office during the term of this Agreement. The Client grants Provider the limited right to use the Client's data and content only as needed to provide the Service and, with the office name and details the Client approves, to list the Client in the DIYL directory.
  4. Feedback. If the Client suggests improvements, Provider may use the suggestion without restriction or payment — but never in a way that identifies the Client without permission.
  5. No reverse engineering. The Client will not copy, resell, or reverse-engineer the Service, or let anyone outside its office use its access.

10. General Terms

  1. Governing law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. Any court action will be brought in the state or federal courts located in California, and the Parties consent to their jurisdiction.
  2. Entire agreement. This Agreement — including Exhibits A and B — is the whole agreement between the Parties about the Service. It replaces any earlier discussions, proposals, or understandings about the Service. (The DIYL website's marketing pages are descriptions, not promises beyond what is written here.)
  3. Changes in writing. Changes to this Agreement must be in writing and signed by both Parties (email agreement confirmed by both Parties counts), except for fee changes under Section 3.7 and updates to Provider's subprocessor list under Section 6.5.
  4. Notices. Notices under this Agreement are given by email — to Provider at sales@madeclearworks.com, and to the Client at the email in Exhibit A — and are treated as received on the next business day after sending. Billing notices go to the billing contact in Exhibit A.
  5. Assignment. The Client may not transfer this Agreement without Provider's written consent, except to a buyer of the Client's practice who agrees in writing to take it on. Provider may transfer this Agreement in connection with a sale of its business, with notice to the Client.
  6. Severability. If any part of this Agreement is held unenforceable, the rest continues in full effect, and the unenforceable part will be read as narrowly as needed to make it enforceable.
  7. No waiver. A Party's failure to enforce a provision once is not a waiver of that provision or of the right to enforce it later.
  8. Counterparts and electronic signatures. This Agreement may be signed in counterparts, and electronic or PDF signatures count the same as handwritten ones.
  9. Order of priority. If Exhibit B (Business Associate terms) conflicts with the main body of this Agreement on the handling of protected health information, Exhibit B and the signed Business Associate Agreement control for that data.

Signatures

By signing below, each Party agrees to this Agreement as of the Effective Date.

PROVIDER — Made Clear Works

Signature: ______________________________________

Name: [PROVIDER SIGNATORY NAME]

Title: [PROVIDER SIGNATORY TITLE]

Date: ____________________

 

CLIENT — [OFFICE LEGAL NAME]

Signature: ______________________________________

Name: [OFFICE SIGNATORY NAME]

Title: [OFFICE SIGNATORY TITLE]

Date: ____________________

Exhibit A — Office Details and Special Selection

Completed and signed at signup. This Exhibit is part of the Agreement.

A.1 Office details

Item Details
Office legal name [OFFICE LEGAL NAME]
Practice / trade name (if different) [PRACTICE NAME]
Office address [OFFICE ADDRESS]
Office specialty [OFFICE SPECIALTY]
Office phone [OFFICE PHONE]
Office email [OFFICE EMAIL]
Number of office locations under this Agreement [NUMBER — starts at 1]
Signatory name and title [OFFICE SIGNATORY NAME], [OFFICE SIGNATORY TITLE]
Billing contact (name + email) [BILLING CONTACT NAME], [BILLING CONTACT EMAIL]
Payment method on file [PAYMENT METHOD ON FILE: type and last 4 digits only]
Effective Date [EFFECTIVE DATE]

A.2 Special selection — choose ONE

The Client chooses exactly one Special under Section 3.4. Check one box only.

  • [ ] Special A — Free office website. Provider builds a standard website for the office at no charge, including the first 12 months of its care plan at no charge. The $500 setup fee is still due. Care-plan billing from month 13 follows Section 3.4.
  • [ ] Special B — Setup fee waived. The $500 setup fee is waived in full. No website is included under this Agreement.

A.3 Acknowledgment

The undersigned confirms the details above, confirms the Special selected, and confirms they are authorized to sign for the Client.

Client signature: ______________________________________ Date: ____________________

Name: [OFFICE SIGNATORY NAME] · Title: [OFFICE SIGNATORY TITLE]

Provider acknowledgment: ______________________________________ Date: ____________________

Exhibit B — Business Associate Terms (Outline)

Placeholder and outline only — not a complete Business Associate Agreement. If the Client is a HIPAA covered entity and the Service will handle protected health information (PHI), the Parties will sign Provider's full Business Associate Agreement (BAA) before activation. This outline lists what that BAA covers so there are no surprises; the signed BAA is the controlling document.

The full Business Associate Agreement will provide, in substance:

  1. Roles. The Client is the Covered Entity; Provider is the Business Associate, and Provider's service providers that handle PHI are Subcontractor Business Associates.
  2. Permitted use. Provider may use and disclose PHI only to provide the Service under the Agreement, or as required by law — nothing else.
  3. Safeguards. Provider will use appropriate administrative, technical, and physical safeguards, consistent with the HIPAA Security Rule, to protect electronic PHI.
  4. Breach and incident reporting. Provider will report breaches of unsecured PHI, and security incidents as defined in the BAA, to the Client within the time the BAA states (and consistent with Section 6.4 of the Agreement).
  5. Subcontractors. Provider will ensure any subcontractor that handles PHI agrees in writing to the same restrictions.
  6. Access and amendment. Provider will support the Client in responding to patient requests for access to, or amendment of, their PHI held in the Service.
  7. Accounting of disclosures. Provider will keep and make available records needed for the Client to account for disclosures of PHI.
  8. Return or destruction at exit. At the end of the Agreement, PHI is returned or securely destroyed as the BAA and Section 4.3 provide, and any retained copy remains protected.
  9. HHS access. Provider will make its relevant books and records available to the Secretary of Health and Human Services as HIPAA requires.

[Full BAA text to be attached here once executed: BAA signed date __________]